A shareholder who has voting rights and holding the company’s common shares with 5 or more percent has entitled to submit the following 4 issues to be included on the agenda of the regular shareholders meeting to the Board of Directors or the executive body within 60 days after the end of the previous financial year. This includes:
- Matters falling within the authority of the shareholders meeting
- Proposal for nomination of candidate to the member of the Board of Directors;
- Proposal on the person to be nominated as a member of the Tabulation Commission
(Please note that if company charter provides number ii) and iii) matters to be discussed by the shareholders meeting)
- Proposal on candidate for executive management
Certain requirements and criteria must be met when submitting proposals on matters within framework of authority of shareholders meeting. Thus, the proposal should be made in writing and should include grounds for the proposal, full name of shareholders introducing/proposing the proposal, type of shares he/she owns ( such as common or preferred shares) and number of shares (number of shares owned).
When nominating candidate to the member of the Board of Directors, the tabulation commission and executive body, the full name of candidate (if a candidate is shareholder of the company, number of shares), full name of the nominating shareholder, type and number of shares and grounds for nomination.
Please note that abovementioned criteria are important factor to make decision.
The process of resolving the proposal
If there is Board of Directors, the executive management will submit the proposal to the Board of Directors within 3 working days. The Board of Directors (in its absence, the executive body) is obliged to check whether the proposal meets the above requirements and, if so, to include it in the agenda of shareholders meeting within 15 working days after receiving the proposal. If the proposal does not meet the requirements, decision on refusal should be delivered to the shareholders who submitted the proposal within 3 working days after the decision was made.
If shareholders who is introducing the proposal (proponent) does not agree with the decision to refuse, the proponent has a right to file to the court.